SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENT THERETO FILED PURSUANT TO § 240.13D-2(a)

(Amendment No. 7)*
 
TALON THERAPEUTICS, INC.
(Name of Issuer)
 
Common Stock, $0.001 par value per share
(Title of Class of Securities)
 
87484H104
(CUSIP Number)
 
 
James E. Flynn
Deerfield Capital, L.P.
780 Third Avenue, 37 th Floor
New York, New York  10017
(212) 551-1600
 
With a copy to:
 
Mark I. Fisher, Esq.
Elliot Press, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York  10022
(212) 940-8800
 
 
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
August 31, 2011
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .
 
Note :   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
 
(Continued on following pages)
(Page 1 of 14 Pages)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 87484H104
 
Page 2 of 14 Pages
 
1
NAME OF REPORTING PERSONS
 
Deerfield Capital, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a)  o
  (b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
  8,187,657 Shares (1)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
8,187,657 Shares (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,187,657 Shares (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
29.71% (2)
14
TYPE OF REPORTING PERSON
 
PN
 
(1)    Comprised of an aggregate of 2,407,904 shares of common stock, warrants to purchase 324,737 shares of common stock and  5,455,016 shares of common stock issuable as of August 31, 2011 upon the conversion of an aggregate of 39,122 shares of Series A-1 Convertible Preferred Stock held by Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P.
 
(2)   Based on 21,778,812 outstanding shares of common stock of the Company as reported in the Company's Quarterly Report for the quarterly period ended June 30, 2011 filed by the Company on August 15, 2011 with the Securities and Exchange Commission.
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 87484H104
 
Page 3 of 14 Pages
 
1
NAME OF REPORTING PERSONS
 
Deerfield Special Situations Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a)  o
  (b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
713,076 Shares (3)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
713,076 Shares (3)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
713,076 Shares (3)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.22% (4)
14
TYPE OF REPORTING PERSON
 
PN
 
(3)     Comprised of  332,114 shares of common stock, warrants to purchase 21,415 shares of common stock and 359,547 shares of common stock issuable as of August 31, 2011 upon the conversion of 2,579 shares of Series A-1 Convertible Preferred Stock.
 
(4)   See footnote 2 above.
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 87484H104
 
Page 4 of 14 Pages
 
1
NAME OF REPORTING PERSONS
 
Deerfield Private Design Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a)  o
  (b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,862,779 Shares (5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,862,779 Shares (5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,862,779 Shares (5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.00% (6)
14
TYPE OF REPORTING PERSON
 
PN
 
(5)   Comprised of  795,031 shares of common stock, warrants to purchase 116,172 shares of common stock and 1,951,576 shares of common stock issuable as of August 31, 2011 upon the conversion of 13,996 shares of Series A-1 Convertible Preferred Stock
 
(6)  See footnote 2 above.
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 87484H104
 
Page 5 of 14 Pages
 
1
NAME OF REPORTING PERSONS
 
Deerfield Private Design International, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a)  o
  (b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands

 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
4,611,802 Shares (7)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
4,611,802 Shares (7)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,611,802 Shares (7)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.37% (8)
14
TYPE OF REPORTING PERSON
 
PN
 
(7)   Comprised of 1,280,759 shares of common stock, warrants to purchase 187,150 shares of common stock and 3,143,893 shares of common stock issuable as of August 31, 2011 upon the conversion of 22,546 shares of Series A-1 Convertible Preferred Stock.
 
(8)  See footnote 2 above.
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 87484H104
 
Page 6 of 14 Pages
 
1
NAME OF REPORTING PERSONS
 
Deerfield Management Company, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a)  o
  (b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,319,211 Shares (9)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,319,211 Shares (9)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,319,211 Shares (9)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.87%  (10)
14
TYPE OF REPORTING PERSON
 
PN
 
(9)   Comprised of 620,741 shares of common stock, warrants to purchase 39,250 shares of common stock and 659,220 shares of common stock issuable as of August 31, 2011 upon the conversion of 4,728 shares of Series A-1 Convertible Preferred Stock held by Deerfield Special Situations Fund International, Limited.
 
(10)  See footnote 2 above.
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 87484H104
 
Page 7 of 14 Pages
 
1
NAME OF REPORTING PERSONS
 
Deerfield Special Situations Fund International, Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a)  o
  (b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands

 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,319,211 Shares (11)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,319,211 Shares (11)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,319,211 Shares (11)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.87% (12)
14
TYPE OF REPORTING PERSON
 
CO
 
(11)   Comprised of 620,741 shares of common stock, warrants to purchase 39,250 shares of common stock and 659,220 shares of common stock issuable as of August 31, 2011 upon the conversion of 4,728 shares of Series A-1 Convertible Preferred Stock.
 
(12)  See footnote 2 above.
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 87484H104
 
Page 8 of 14 Pages
 
1
NAME OF REPORTING PERSONS
 
James E. Flynn
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a)  o
  (b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America

 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
9,506,868 Shares (13)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
9,506,868 Shares (13)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,506,868 Shares (13)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.64% (14)
14
TYPE OF REPORTING PERSON
 
IN
 
(13)   Comprised of an aggregate of 3,028,645 shares of common stock, warrants to purchase 363,987 shares of common stock and 6,114,236 shares of common stock issuable as of August 31, 2011 upon the conversion of an aggregate of 43,850 shares of Series A-1 Convertible Preferred Stock held by Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P. and Deerfield Special Situations Fund International, Limited.
 
(14)  See footnote 2 above.
 
 
 
 
 
CUSIP No. 87484H104
 
The Schedule 13D filed on October 19, 2009 by (i) Deerfield Capital, L.P. (“ Deerfield Capital ”), (ii) Deerfield Special Situations Fund, L.P. (“ Deerfield Special Situations Fund ”), (iii) Deerfield Private Design Fund, L.P. (“ Deerfield Private Design Fund ”), (iv) Deerfield Private Design International, L.P. (“ Deerfield Private Design International ”), (v) Deerfield Management Company, L.P. (“ Deerfield Management ”), (vi) Deerfield Special Situations Fund International, Limited (“ Deerfield Special Situations International ”) and (vii) James E. Flynn, a natural person (“ Flynn ” and collectively with Deerfield Capital, Deerfield Special Situations Fund, Deerfield Private Design Fund, Deerfield Private Design International, Deerfield Management and Deerfield Special Situations International, the “ Reporting Persons ”), as amended by Amendment No. 1 filed on June 11, 2010, Amendment No. 2 filed on September 16, 2010, Amendment No. 3 filed on February 4, 2011, Amendment No. 4 filed on May 25, 2011, Amendment No. 5 filed on June 13, 2011 and Amendment No. 6 filed on June 24, 2011 with respect to the securities of Talon Therapeutics, Inc. (the " Company ") (formerly Hana Biosciences, Inc.) is hereby amended by this Amendment No. 7. Only those items hereby reported in this Amendment No. 7 are amended and all other items remain unchanged.  Terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in Amendment No.1 to the Schedule 13D.
 
Items 5(a), 5(b) and 5(c) of the Schedule 13D are amended and restated to read as follows:

All of the computations and share amounts used here do not give effect to any accretion of shares Series A-1 Preferred Stock after August 31, 2011.

(a)

 
(1) 
Reporting Persons

Number of shares:  9,506,868 (13)
Percentage of shares:  33.64% (2)

 
(2) 
Deerfield Capital

Number of shares:  8,187,657 (1)
Percentage of shares:  29.71% (2)

 
(3) 
Deerfield Special Situations Fund

Number of shares:  713,076 (3)
Percentage of shares:  3.22% (2)

 
(4) 
Deerfield Private Design Fund

Number of shares:  2,862,779 (5)
Percentage of shares:  12.00% (2)
 
 
 
 
 
CUSIP No. 87484H104
 
 
(5) 
Deerfield Private Design International

Number of shares:  4,611,802 (7)
Percentage of shares:  18.37% (2)

 
(6) 
Deerfield Management

Number of shares:  1,319,211 (9)
Percentage of shares:  5.87% (2)

 
(7) 
Deerfield Special Situations International

Number of shares:  1,319,211 (11)
Percentage of shares:  5.87% (2)

 
(8) 
Flynn

Number of shares:  9,506,868 (13)
Percentage of shares:  33.64% (2)

(b)

 
(1) 
Deerfield Capital

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:   8,187,657 shares (1)
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:   8,187,657 shares (1)

 
(2) 
Deerfield Special Situations Fund

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  713,076 shares (3)
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  713,076 shares (3)
 
 
 
(3) 
Deerfield Private Design Fund

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  2,862,779 shares (5)
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  2,862,779 shares (5)
 
 
 
(4) 
Deerfield Private Design International

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  4,611,802 shares (7)
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  4,611,802 shares (7)
 
 
 
 
 
CUSIP No. 87484H104
 
 
(5) 
Deerfield Management

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  1,319,211 shares (9)
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  1,319,211 shares (9)

 
(6) 
Deerfield Special Situations International

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  1,319,211 shares (11)
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  1,319,211 shares (11)

 
(7) 
Flynn

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  9,506,868 shares (13)
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  9,506,868 shares (13)

Flynn is the sole member of the general partner of each of Deerfield Capital and Deerfield Management.  Deerfield Capital is the general partner of Deerfield Special Situations Fund, Deerfield Private Design Fund and Deerfield Private Design International.  Deerfield Management is the investment manager of Deerfield Special Situations International.

(c)              The following table sets forth the transactions effected by the Reporting Persons in the shares of Common Stock of the Company since the date of the filing of Amendment No. 6 on June 24, 2011.  All transactions listed below were effected as open market sales. 

Date
Seller
Number of Shares of Common Stock Sold
 
Price
June 23, 2011
Deerfield Special Situations Fund, L.P
11,320
$1.07
June 23, 2011
Deerfield Special Situations Fund International, Limited
20,378
$1.07
June 23, 2011
Deerfield Private Design Fund, L.P.
26,160
$1.07
June 23, 2011
Deerfield Private Design International, L.P.
42,142
$1.07
June 23, 2011
Deerfield Special Situations Fund, L.P
14,716
$1.07
June 23, 2011
Deerfield Special Situations Fund International, Limited
26,491
$1.07
June 24, 2011
Deerfield Private Design Fund, L.P.
34,008
$1.07
 
 
 
 
 
CUSIP No. 87484H104
       
June 24, 2011
Deerfield Private Design International, L.P.
54,785
$1.07
June 27, 2011
Deerfield Special Situations Fund, L.P
1,755
$ 1.06
June 27, 2011
Deerfield Special Situations Fund International, Limited
3,159
$1.06
June 27, 2011
Deerfield Private Design Fund, L.P.
4,055
$1.06
June 27, 2011
Deerfield Private Design International, L.P.
6,531
$1.06
July 14, 2011
Deerfield Special Situations Fund, L.P
1,494
$ 0.99
July 14, 2011
Deerfield Special Situations Fund International, Limited
2,690
$ 0.99
July 14, 2011
Deerfield Private Design Fund, L.P.
3,453
$ 0.99
July 14, 2011
Deerfield Private Design International, L.P.
5,563
$ 0.99
August 31, 2011
Deerfield Special Situations Fund, L.P
9,678
$ 0.97
August 31, 2011
Deerfield Special Situations Fund International, Limited
17,423
$ 0.97
August 31, 2011
Deerfield Private Design Fund, L.P.
22,367
$ 0.97
August 31, 2011
Deerfield Private Design International, L.P.
36,032
$ 0.97
 
 
 
 
 
CUSIP No. 87484H104
 
SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  September 7, 2011
 
 
DEERFIELD CAPITAL, L.P.
       
 
By: 
J.E. Flynn Capital LLC, General Partner  
       
 
By: 
/s/ Darren Levine  
 
Name: 
Darren Levine  
 
Title:
Attorney-in-Fact*
 

 
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
       
 
By: 
Deerfield Capital, L.P., General Partner  
       
 
By: 
J.E. Flynn Capital LLC, General Partner  
       
 
By: 
/s/ Darren Levine  
 
Name: 
Darren Levine  
 
Title:
Attorney-in-Fact*
 
 
 
DEERFIELD PRIVATE DESIGN FUND, L.P.
       
 
By: 
Deerfield Capital, L.P., General Partner  
       
 
By: 
J.E. Flynn Capital LLC, General Partner  
       
 
By: 
/s/ Darren Levine  
 
Name: 
Darren Levine  
 
Title:
Attorney-in-Fact*
 
 
 
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
       
 
By: 
Deerfield Capital, L.P., General Partner  
       
 
By: 
J.E. Flynn Capital LLC, General Partner  
       
 
By: 
/s/ Darren Levine  
 
Name: 
Darren Levine  
 
Title:
Attorney-in-Fact*
 
 
 
 
 
 
CUSIP No. 87484H104
 
 
DEERFIELD MANAGEMENT COMPANY, L.P.
       
 
By: 
Flynn Management LLC, General Partner  
       
 
By: 
/s/ Darren Levine  
 
Name: 
Darren Levine  
 
Title:
Attorney-in-Fact*
 

 
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL, LIMITED
 
       
 
By: 
/s/ Darren Levine  
 
Name: 
Darren Levine  
 
Title:
Attorney-in-Fact*
 
       
 
JAMES E. FLYNN
 
       
 
/s/ Darren Levine
 
 
Darren Levine, Attorney-in-Fact*
 
  
*Power of Attorney previously filed as Exhibit 99.3 to a Schedule 13D/A with regard to Hana Biosciences, Inc. (now known as Talon Therapeutics, Inc.) filed with the Securities and Exchange Commission on June 11, 2010 by Deerfield Capital L.P.; Deerfield Management Company, L.P.; Deerfield Special Situations Fund, L.P.; Deerfield Special Situations Fund International, Limited; Deerfield Private Design Fund, L.P.; Deerfield Private Design International, L.P. and James E. Flynn.